In Remembrance of the Fallen
by Nilla Oakenshield
Summary: AU from the movies. Bilbo Baggins has been invited to the 20th Anniversary of the reclaiming of Erebor - but Crown Prince Fili still harbors some bitterness toward the Hobbit. What changed, and why does Fili resent Bilbo?
1. Chapter 1

**Part One – A Celebration of Sorts**

 **2960**

The twentieth anniversary of the reclaiming of Erebor will be quite the celebration, even if it is marked by a remembrance ceremony for the fallen. Fili sighed as he looked over the plans Ori had drawn up. As heir to the throne it fell to him to supervise the celebration, especially now that King Thorin Oakenshield's health seemed to be failing. There were times when he just wanted to get away from it all. At least Ori had written a fine speech, telling the story of the Company, their success in battle, and their loss….

 **2940**

"Begone," Thorin screamed, "ere our arrows fly!" Bard slammed his fist against the stone wall before walking away in disgust. The Dwarves made it to the landing at the top of their hastily constructed wall just in time to see the Bargeman ride away. As far as Thorin was concerned, the matter was resolved.

"What are you doing?" Bilbo protested, "In case you haven't noticed there is an army of Elves out there – not to mention a few hundred angry fishermen. We are in fact outnumbered."

"Not for much longer," Thorin replied. Fili didn't know what to think. He knew his uncle well, but this Dwarf standing in front of him was a stranger that he did not think he could trust. Fili glanced at Balin, who quickly looked away. Fili resolved to talk to Balin later, in private. But right now Thorin ordered them to prepare to defend their new home, and it was clear they would need to do just that. Sometime later he observed Thorin giving Bilbo an unusual shirt of fine chainmail. The shirt was too small for any dwarf, and the Hobbit was too small for the Dwarven armor, so Fili was relieved that Thorin had found something for Bilbo. Dwalin rounded up the Dwarves and they marched past the two – and just what were they supposed to do, Fili wondered. Unless Dain shows up they will likely be overrun in the morning. He glanced back at Kili, fearing the worst for his brother. And what about the others, Ori and Bofur, who had no real fighting experience? How many of them would die, just because Thorin wouldn't keep his promise to the men of Laketown? And if he survived, could Fili actually live with that loss?

"Someone's coming!" Dwalin hurried to the wall at the sound of hooves striking the hard ground. The sun was low against the horizon, but the Dwarves could still see well enough. Gandalf had finally returned.

"Thorin!" The wizard was baffled by the wall, and the bridge that had been collapsed. "Bilbo!"

"I'm here," the Hobbit replied, followed by the new King Under the Mountain.

"What is the meaning of this?" Gandalf looked up at the Company.

"We have won back our mountain," Thorin replied, "and our treasure. It must be protected. The men of the Lake are conspiring with the Elves of Mirkwood to rob us."

"Is that true?" Gandalf looked at Bilbo for answers.

The Hobbit thought hard about how to answer. "It does appear," he started, "that the survivors of Laketown have formed an alliance with the Elves."

"The survivors? Tell me what happened – how do I get up there?"

"You don't," Thorin said harshly. "You abandoned us after starting this Quest, and since then we've been captured and imprisoned by Thranduil. If it weren't for Bilbo we'd still be there. Then we were harassed and threatened with imprisonment in Laketown, and then we had to fight the Dragon on our own. So you'll understand if I don't let you in." It suddenly occurred to Fili that there was no way to let anyone in – or out for that matter, but he said nothing.

Thorin turned and started to leave, but Gandalf called out to him. "Thorin, I was called to investigate Dol Goldur, and I was imprisoned there – along with your father."

Thorin turned back sharply. "My father lives?"

Gandalf sighed. "He was a prisoner in Dol Goldur for many years. He was so thin …."

"Does he live?" Thorin looked desperate for the answer, and for a moment Fili believed he saw his uncle again.

"I freed him, and we tried to escape." Gandalf was still grieving over Thrain's death. "But Azog was there, with a legion of Orcs. A huge army is now marching toward Erebor – they will be here in a matter of days, you must be ready for them!"

"Where is my FATHER?" Thorin scanned the road leading to Dale. "He is not with you – where is he?"

Gandalf sighed and shook his head. "They killed him before my eyes. I could do nothing to save him." Gandalf watched as Thorin turned pale and slumped against the stone wall. "Thrain's mind was nearly gone, but he remembered you, Thorin. He asked me to tell you that he loved you."

Thorin rose slowly, his eyes filled with hot anger. "You left him there to DIE!" He threw his sword at the wizard as if it were a spear. Gandalf deflected it with his staff, then looked up at Thorin in shock. "You LEFT HIM," the Dwarf King screamed in fury, "just to save yourself! I will KILL YOU! When next we meet I will kill you!" He staggered away, followed by Balin and his nephews.

The other dwarves looked at each other in confusion. "What do we do?" Ori looked to Dori, but his oldest brother had no answer.

Bilbo was equally confused, and torn between following Thorin and staying to talk to Gandalf. "Bilbo," Gandalf called, "what happened with the Dragon?"

Bilbo could see he had little time. "Thorin came up with a plan to kill the Dragon, but Smaug escaped. He destroyed Laketown – the survivors are in Dale. Kili told me Bard managed to kill Smaug, look for him in Dale." He turned to follow Thorin, but before he walked away Bilbo leaned over the wall and quietly said, "I will try to come out there later."

 **2960**

Someone knocked on the door, bringing Fili back to the present. "Enter."

The door burst open and two dwarf children came running in, shouting "Uncle Kili's here!" They were followed by Prince Kili.

"You're back!" Fili set aside the papers and walked quickly toward his brother. They seized each other in a strong brotherly embrace, while the two dwarf boys bounced around them.

"Uncle Kili, you have returned. It is good to see you."

"It is good to be seen – and what have we here?" Kili grabbed one boy and pulled him up for a closer look. "This cannot be Kirin," he exclaimed, "he's too big!"

"Yes, it is Kirin," Fili acknowledged, "and yes, he has grown."

The other boy pulled at Kili's leg, shouting "Me next, me next!"

Fili scooped him up quickly and explained, "Your uncle is tired, he's had a long journey. Give him a moment, and I'm sure he'll play with you after supper. Now, where is your mother?" He walked to the door and looked out. A dwarf maid was running toward him – just as beautiful as the day he first met her.

"I'm sorry," she said breathlessly, "I turned around for one moment and they got away from me."

"It's all right, Amralamaine." He kissed her lightly on the mouth before handing his younger son to her. "Kirin, go with your mother and don't give her any more trouble. Uncle Kili and I will be joining you after we've had a moment to talk."

Kili let the boy down gently. "Best do what your father says." He smiled approvingly as the boys left, but couldn't help feel a pang in his heart for the sons he would never have.

"Can I get you something," Fili offered as he returned to the table. "Tea? Ale?"

"Ale, of course." Kili glanced at the clutter of papers while his brother opened a keg and filled two mugs. "Cheers," he said as he took the mug. They both took a deep drink, while gathering their thoughts.

Fili spoke first. "So, how is the big wide world?"

Kili knew what Fili was referring to. "Mirkwood is somewhat improved. Thranduil has cleared out Dol Goldur, but I fear things have just moved east." Fili nodded. Kili shuffled his feet. "Is it true about Thorin? Is his health failing?"

"I'm afraid so," Fili replied. "He may join us for supper, so be prepared. He seems to weaken daily anymore."

 **2940**

Thorin staggered over to the damaged throne, but collapsed in front of it. His head ached worse than his heart. It was as if two voices were inside, screaming at each other – it was driving him mad! He struggled not to cry, and ended up screaming. Balin, Fili and Kili approached cautiously. Kili was particularly upset. Thrain, his grandfather, held prisoner all these years! The grandfather he'd never had a chance to meet, killed by the same monster that killed Thror and tried to kill his uncle. This could not stand!

Bilbo hurried up so quietly that no one realized he was there. "Thorin, I'm so sorry! What can I do?"

Thorin looked with dull eyes toward the Hobbit. "I do not know," he muttered, shaking his head.

"Thorin," Balin began, "I am sorry to bring this up, but Orcs are coming. We have to get ready for them." Thorin sighed and rolled over into a sitting position, but his head was aching. He grasped his head with both hands, as if it would split in half if he let go. "Thorin," Balin continued, "we don't know if Dain will get here in time, and he needs to be warned about what is coming." Thorin sighed and nodded slightly, but said nothing. Balin gathered his courage an added, "Perhaps we should consider contacting Bard. They need to be warned as well. Perhaps if they are preparing for the Orcs they will leave us alone."

"By all means, warn them," Thorin finally spoke. For now, his grief was keeping the dragon-sickness at bay, and he now had something else to focus on. "We need to find a way to kill as many of the Orcs as possible." His head began to clear – killing Orcs and protecting the gold seemed to work well together. "We can set fire traps in front of the gate. Kili, take Ori to the Armory and find him a good bow. He's a good aim with the slingshot, he should pick up the bow quickly." Kili nodded and left to find Ori.

"We can set firetraps," Balin acknowledged, "but we'd be short on archers."

"Catapults," Thorin muttered. "Perhaps we can make some quickly, something that will work until Dain arrives."

"Yes, we could do that," Balin mused, "but, I wonder if perhaps the men of the Lake couldn't help us." Thorin glared at him, but Balin kept talking. "Perhaps they have some archers they could loan us, and in return …."

"We give them gold?" Thorin scoffed. "You would give away our treasure? Do not speak to me of such treason! The gold is ours, and ours alone!" And with that Thorin rose and stomped off to the gold floor.

Balin shook his head. "I'm sorry, Fili. I shouldn't have suggested that."

"No, you are right. We don't have enough archers, and we'll have to pay to get their help." Fili watched as Thorin walked into the Hall of Kings. "Bring me a sack of gold," he whispered. His mind was made up. "I'm going to make a deal with Bard."

"It could be dangerous," Balin cautioned, "and I hate to think what Thorin will do when he learns of this."

"What he doesn't know won't hurt him," Fili replied, "and by the time he finds out it will be too late for him to stop us."

"I'm going with you," Bilbo insisted. "We need to talk to Gandalf, we need to find out what he learned."

Fili nodded. "We must hurry. Balin, can you keep Thorin, um, occupied while we're gone?"

"I'll do my best," he answered. They quickly gathered a bag of gold and found some ropes. Bilbo slid down first, while Fili balanced the sack on his shoulder. Before climbing down he asked Balin what he should say to Thranduil. "He'll be angry," Balin theorized, "and there's a chance he'll try to hold you captive again."

"Let us hope not. That would push Thorin to the brink, and I'd hate to think what my brother would do." Fili swung his leg over the wall, but before sliding down he added, "If Kili asks for me, tell him you're not sure where I am – that won't be an entire lie."

Balin nodded as he watched the young dwarf slide down the rope, all the while praying to Mahal for his safe return.

They ran quickly, Bilbo struggling to keep up with the eager Dwarf. Their travel was uneventful, until they reached Dale and ran into the Elven guard. Where Bilbo may have been quiet enough to slip past (even without the ring), Fili was not so lucky. They were captured almost immediately and brought to Thranduil. Fili heard Thranduil scoffing at Gandalf. "This army you speak of, where is it?"

"Perhaps you should send scouts to find them," Fili shouted, "instead of arguing with Gandalf."

"You!" Thranduil recognized the blonde Dwarf immediately. "You escaped from my dungeons, and if I'm not mistaken this is the Halfling who stole the key from under my guard's nose."

"Of course he did," Fili retorted, "you imprisoned us for no reason!"

"And I will do so again," Thranduil snapped.

"Wait!" Bard finally intervened. Turning to Fili he asked, "Why are you here?"

"To strike a bargain with you." Fili stepped forward, letting the bag slide from his shoulder. "I bring you this gold, and ask that you treat with me instead of my uncle. Listen to Gandalf, he would not lie about such a grave matter."

"Perhaps not, but tell me, why should we treat with you?" Thranduil towered over Fili. "One small sack of gold? By what authority do you bring it? I can't believe your uncle supports your action."

"Listen!" Fili turned his face up to the Elven King. "Put your anger aside and think for a minute. Orcs crossed into your realm in pursuit of our Company. They are out there! Why is it so hard for you to believe us?" Turning back to Bard he added, "You should not be wasting your time and resources on Erebor. You need to get your people to safety." He motioned toward the sack. "Take the gold, there will be more, I promise you that."

Bard picked up the sack and examined its contents. "There are hundreds of us. Where could we go?" He closed the bag. "I do not doubt your word, but if an Orc army is coming then we cannot leave. We are safer here than we would be on the open road. Thranduil, are we still allies?" The Elven King tilted his head in consideration before nodding. "Then can you leave some of your Elven guard here in Dale, to help defend us?"

"Yes," he relented, "but I will not help the Dwarves." Turning to Fili he added, "Your uncle has boxed himself in. If what you say is true, then Erebor will be overrun and he will be killed. Thorin is out of time. You would be wise to remain here with us - in fact I insist." Thranduil waived his hand, and two of his Elven Guard stepped forward. "If Thorin truly wants my help, he'll have to pay for it. And I will keep his nephew until I receive what is mine."

"Thranduil!" Gandalf began to speak, but the Elven King walked past him. Turning to Bard he asked, "Do you agree with this? Holding Fili hostage?"

"What would you have me do?" Bard looked to the ground, disturbed by Thranduil's action, but he felt he had to protect his own people. "I am sorry, Fili, but I must look to my own."

"Wait!" Bilbo ran after Thranduil. "You don't need to do this – I've got something better." He pulled the Arkenstone from his pocket.

"Bilbo?" Fili couldn't believe what he saw. "You've had the Arkenstone all this time? You've kept it from Thorin?" Fili couldn't help but feel betrayed at this revelation.

"Fili," Bilbo started, but the blonde dwarf shook his head. "Fili, I told Balin, in a matter of speaking. He seemed to think it would … make matters worse?" He hoped Fili would understand his meaning. Fili looked like he was in pain, not sure what to think. Bilbo withheld the Arkenstone from Thorin, and was now offering it to Thranduil. But what was he doing? Making a deal with Bard behind Thorin's back? Giving away the gold that Thorin had insisted was theirs alone? Could he really judge Bilbo so harshly, when he was doing the same thing?

 **2960**

"I made it to the Shire in record time," Kili bragged, "just in case you're curious."

"Oh – and is Bilbo still there?" Even after all these years, Fili still had misgivings about the Hobbit.

"Yes he is – I spoke to him personally. It's amazing, he doesn't look like he's aged a day."

"Hm," Fili feigned interest. "And what did he say? Will he come?"

Kili smiled. "He came with me. He is most anxious to see Thorin, while there's still time."

Fili nodded. "Thorin will be glad to see him again – I suppose I should see him as well."

"Don't you think it's time you let that go?" Kili tapped his fingers on the side of his empty mug. "He's traveled a long way, and I did tell him he was welcome here."

"And he is." Fili's mind began to drift into the past. "I just can't help but wonder how different things might have been if Bilbo hadn't concealed the stone."

"Probably much worse," Kili mused, "at least that's what Balin believes."

 **2940**

Thranduil looked down at the Arkenstone, almost mesmerized by its beauty. Bard also walked over to marvel at it. "How is this yours to give?"

"I, um, claimed it as my 14th share of the treasure. But you can keep it as collateral against future payments of gold, and the necklace, if that is what it takes to secure an alliance. Of course, if Erebor is overrun by Orcs, there won't be any future payments, so by helping us you will actually be helping yourselves."

"All the gold in that mountain won't help my people if they are dead!" Bard feared for his people. "There are few of us in Dale, and we need Thranduil's help as much as you do. Can you not ask for help from the Iron Hills?"

"Yes, Thorin has done that, but the Orcs may get here first. If we could just have a few archers to help us defend ourselves until Dain arrives, and then they can return to help Dale."

"You don't know much about war, do you?" Thranduil smirked at Bilbo's idea. "Any troops placed at Erebor would likely be cut off by an Orc army, and therefore be unable to return to Dale."

Gandalf finally spoke up. "Thranduil, you could divide your troops, placing some inside Dale and some outside Erebor. Should Dain arrive before the Orcs, your troops could withdraw to Dale, but if not then Dain's forces could support your forces in both locations."

"It's possible that a combined force could box the Orc army in," Bard speculated.

"So," Bilbo asked, "do we have an agreement?"

This time Fili spoke. "No, we don't have an agreement! And you, Bilbo, what have you done?"

Bilbo hadn't been prepared for Fili's reaction – he now realized that Fili saw him as a traitor to his friends. "Please, let me talk to him a moment." Bilbo approached the Dwarf cautiously. "Fili," he said quietly, "listen, you know your uncle hasn't been himself lately. We want to help him, and I want to help all the Dwarves, you included." Turning back to Thranduil he added, "Thorin values this stone above all else, and I believe he will give both of you what you are asking for in exchange for the Arkenstone."

Thranduil glanced at Fili. "And what does his heir and nephew think? Do you support this action?"

No, he most certainly didn't, but Fili realized they would need the Elven King's assistance, at least until Dain arrived. "That stone belongs to the King – Bilbo, go back to Thorin. Tell him I am staying here in Dale, with our new Allies. Take the Arkenstone with you."

"I'm afraid not." Thranduil suddenly pulled a sword. "I will keep both you and the Arkenstone."

"No," Bilbo protested, "Fili must come back with me."

"I agree," Bard objected, "we have the Arkenstone, we don't need to keep Fili as a hostage."

"I can't be sure of that," Thranduil scoffed. "Which means more to Thorin, the Arkenstone or his nephew?" Bilbo feared the answer, and said nothing. Thranduil smirked triumphantly. "You do not know? Well then, I'll keep them both, just to be safe." He again motioned for his guards. "Take the Dwarf to a secure location and keep him there. See that he's fed, but make sure he can't escape." Thranduil turned back to the Hobbit. "Go back to Erebor, and take the wizard with you. Tell Thorin I have his nephew and Arkenstone –. I will release them both in exchange for the gems I want, but not before I receive them."

Bilbo had never felt so angry in his life. "We came here in good faith, offering you the diamonds in exchange for your help. You cannot do this! Any harm comes to Fili, and I'll throw those diamonds over the wall and let the Orcs have them!"

"Thranduil," Gandalf interceded, "you won't get the diamonds if the mountain is overrun. Will you help defend Erebor?"

"Now that I have a reason to, yes." The Elven King returned to his chair. "Now if you'll excuse us, Bard and I must make plans."

 **2960**

Ori escorted Bilbo to the King's chambers, all the while talking excitedly about the celebration. "This will be the grandest event since Thorin's coronation. "I'm so glad you came. It will mean so much to the King, and, well, it means a great deal to all of us. It's good to see you again, Bilbo."

"It's good to see you too," Bilbo replied.

The Hobbit felt apprehensive as Ori knocked on the door. A dwarf opened the door – someone Bilbo didn't recognize. "Emundur," Ori said, "please tell King Thorin that Master Baggins has arrived."

"The King is indisposed," Emundur replied. He began to close the door, but Ori stepped in.

"Emundur, the King is expecting Master Baggins. He will want to see him."

The dwarf looked the Hobbit over. "Very well, I'll inform King Thorin." He opened the door and allowed them to enter the foyer. "Wait here," he added before walking into an adjacent room.

"Emundur," Ori explained, "Bombur's oldest son, and Thorin's personal assistant. He's a good dwarf, very loyal – takes his charge seriously."

Bilbo laughed. "I thought he looked familiar." Just then he heard another familiar voice insist on getting up, along with the rustle of fabric and the tapping of a cane. A familiar silhouette filled the doorway, but the face of the King Under the Mountain looked much older than he remembered. "Thorin," Bilbo gasped.

"Oh come now," Thorin replied, "I can't look that bad." The strong nose and determined brow were the same, but dark circles ran under the piercing blue eyes, and the complexion had an unhealthy ashen tint. The hair was streaked with more gray than dark brown color, the beard was much longer and forked, but also held much gray coloring. "Now," he mused, "how is it that you look the same as the day you left Erebor?" He didn't really give Bilbo a chance to answer, as he moved rather quickly to the Hobbit and pulled him into a strong embrace – strong, but not as strong as on the carrock. "I am glad you came, my friend."

"I am glad I came as well." He looked up at Thorin and smiled. "I was rather hoping you could show me around this place, if you're feeling up to it. I'm sure much has changed."

"It has indeed …." Thorin couldn't finish his sentence, because he started coughing heavily. Emundur helped Thorin to a chair and fetched him something to drink. After a few swallows the coughing subsided. "I'm afraid I have changed, too," he lamented, "and not for the better."

Bilbo looked at Ori, hoping for some assurance that Thorin's condition was only temporary. But the shy Dwarf could only look down. "Are you being treated – is Oin still around?"

"Oh yes, I see our Apothecary daily."

Bilbo nodded. "And Balin, and the others?"

"Of course," Thorin nodded. "Dwalin is Captain of the Guard, and Balin is Fili's Chief Advisor."

"Fili's Advisor?" Bilbo was confused. "Not your Advisor?"

"No, not anymore." Thorin took another drink. "Fili is now Regent of Erebor, so Balin reports to him now. Fili will be King soon, very soon." Thorin put the cup down and leaned against his cane. Bilbo waited for Thorin to speak again – it took a few minutes. "I am sorry, Bilbo," he finally said, "but I fear my strength has left me. Ori, see if Lord Bofur could show our Hobbit the improvements we've made since his last visit."

"Yes, my Lord." Ori stood gave Thorin a quick bow before leaving.

"Thorin," Bilbo said quietly, "I did bring you a small gift. You remember that acorn I showed you?"

"The one from Beorn's garden?"

"Yes, that one. Well, it's grown and started producing acorns last year. I brought you some. I thought that the Mountain could use some good solid trees." He smiled weakly.

"That was very thoughtful." He finally looked up and smiled, but Bilbo could tell that Thorin had spent all the energy he had. "Perhaps you could plant them for us. Dwarves aren't as skilled at gardening as hobbits."

"Of course." Bilbo struggled to think of anything helpful to say. "You'd be surprised how fast they grow. Why, in just a few years they'll be over six feet tall."

"I would like to see that," Thorin said, slurring his words a bit. "But I fear I've already lived longer than was intended." He motioned for Emundur to help him stand. "I must rest now, but I will join you for dinner."

"I look forward to it," Bilbo replied sadly. He now realized why Thorin had sent for him – clearly the King Under the Mountain was running out of time.


	2. Chapter 2

**Part II – Friends and Allies**

 **2940**

Bilbo and Gandalf walked slowly toward the outskirts of Dale, unsure of what to do next. "Thorin will not be pleased to see you," Bilbo finally acknowledged, "and after this he won't be pleased to see me, either. I don't know what to tell him."

"I suggest you tell him as little as possible." Gandalf found a bench to sit on. "I'm afraid I can't go with you to Erebor, I must stay here and try to reason with Bard. Perhaps I can persuade him to release Fili, although I fear that is unlikely."

"I could get him out," Bilbo offered.

"How, exactly? We don't know where Thranduil is holding him."

Bilbo shrugged. "It's not a problem. I'll find him and free him, just like I did before."

"No." Gandalf shook his head. "You need to get to Erebor, and tell Thorin that Fili is staying to help Bard. Explain that Thranduil will provide troops to safeguard the Mountain until Dain arrives." Leaning closer he added, "Do not tell Thorin about the Arkentsone. Let him believe it is still missing. I will do my best to reacquire the stone, and Fili's freedom. Keep Thorin focused on defending Erebor."

"You know he hasn't been himself lately." Bilbo shook his head. "He's not defending Erebor, he's defending the gold."

"Yes," Gandalf agreed, "which means he won't leave the Mountain to rescue Fili. That should preserve this alliance."

Bilbo closed his eyes tightly, trying to comprehend what he just heard. "You want to use Thorin's dragon-sickness to preserve this alliance? Gandalf, I don't think I can maintain this level of deception. And what about Kili? You know he'll want to go after his brother."

Gandalf nodded. "Yes, he will want to – you must find a way to stop him."

"How am I supposed to do that? I can't…lie to him. His brother is a prisoner."

"I suggest you try to keep him focused on Thorin. Now, you need to get back. I will do what I can to free Fili."

"This isn't a good plan."

"No, it isn't." Gandalf looked at the ground while tapping his staff. "But it's all we can do."

"Right." Bilbo took a deep breath, and stiffened his back. "I will see you again, soon." The Hobbit left quickly, wondering what exactly he would say to Thorin.

Thorin paced the gold floor, his head pounding harder than ever. Why couldn't he focus? He realized he needed to prepare for the Orcs, but his mind was filled with so many words – words from others.

 _"This is Thorin, son of Thrain, son of Thror!"_

 _"We are in fact outnumbered."_

 _"You gave your word – does that mean nothing?"_

 _"Your father loved you."_

 _"A sickness lies upon that treasure – a sickness which drove your grandfather mad."_

"I am not my grandfather."

So many voices, talking all at once. Why couldn't he think? The floor beneath him shimmered, and for a brief minute he thought he saw the dragon slithering under his feet. He slipped and fell to his knees. The gold floor rippled as if it were still liquid; he felt weightless, and then the floor rose around him like a wave, ready to swallow him the way it had swallowed Smaug. Thorin struggled to his feet, but he had no traction. The walls flared up around him and he couldn't outrun the wave as it crashed overhead.

 _"He asked me to tell you he loved you."_

"And I loved him," Thorin said aloud. "My father." He remembered his father's last words, _"By my life, he shall not take my son."_ The wave of gold was gone, the floor was once again solid, with no trace of the dragon. Thorin rose slowly, determined, his head cleared of all voices save his own. As he returned to his Company of Dwarves, there was one clear purpose in his life now: His father would be avenged!

Kili had been working with Ori as Thorin instructed, deciding that a crossbow would be closer to the slingshot Ori was used to. It was a good decision, as Ori hit the target four out of five times. He could hear Thorin approaching. "Keep practicing, you're doing great." He turned and walked toward his uncle.

Thorin glanced at Ori. "He is doing well?"

"Yes, very well." Kili noticed something had changed. "Thorin, how are you feeling?"

"I am better. We must make plans for when Dain arrives – there must be a way for his troops to enter. The wall was a temporary measure. Come, we must rejoin the others – where is your brother?"

"I don't know," Kili replied, "I haven't seen him in some time."

"Well find him, and bring him to the entryway. We must get ready." Kili nodded and left to find Fili. Thorin then went to find Dwalin and the others.

Bilbo scrambled up the rope, only to find several Dwarves hauling a huge bell up to the ceiling. "We can use this to break through the wall when Dain arrives," Thorin explained. "But we'll still need barriers that can be moved outside the gate."

"Bifur and I have been working on the catapults," Bofur reported. "We've got two of them – they can be pushed outside very quickly if need be."

"No, they will be more effective if they are up high," Thorin explained.

Balin and Gloin were putting together some planks. "It's a makeshift bridge," he explained, "for Dain's troops, just in case they need to fall back inside the Mountain."

"He should be bringing some ballistas," Thorin pointed out, "so your bridge will need to be strong enough to support them."

"What's happening?" Bilbo looked around confused.

"Where have you been?" Thorin walked up to the Hobbit, scowling.

"I, uh," Bilbo stammered, "I went to talk to Gandalf."

"I see." Thorin was clearly angry, but not as angry as Bilbo expected. "So, what did he have to say?"

Before Bilbo could answer, Kili came running up. "Thorin, I can't find him. I've looked everywhere, but I just can't find him."

"Are you looking for Fili? He's not here," Bilbo confessed, "he's in Dale." He backed up a bit as Thorin spun around, the scowl growing more menacing.

"Dale?" Kili ran up to the Hobbit quickly. "What's he doing there?"

Bilbo swallowed nervously. "We made a deal with Bard and Thranduil. They won't attack us, and in fact Thranduil has agreed to help us until Dain arrives."

Kili didn't care about the deal. "Why is Fili in Dale?"

Bilbo didn't answer – he couldn't lie to anyone, least of all Thorin. But Thorin didn't need an explanation. "He is their prisoner, is he not?"

"Thorin," Bilbo wrung his hands, "I'm so sorry. We took some gold to Bard, and promised Thranduil he could have the diamonds, but that wasn't enough for the Elven King. Gandalf is trying to reason with them – I don't think Bard wants to do this, but he needs Thranduil's help to defend Dale."

"What?" Kili was furious. "Thorin, we've got to get him back! We've got to go…."

Thorin cut him off. "We cannot leave the mountain unguarded."

"Fine," Kili replied, "let me take a few dwarves – Dwalin and Nori, and Bilbo."

"Me?"

"Yes, you know where they're holding him, don't you?"

"I cannot spare them," Thorin snapped. "Kili, get some of the diamonds, a good amount. We have no choice but to pay him."

"Thorin, it won't work." Taking a deep breath Bilbo added, "Thranduil has the Arkenstone."

Thorin whirled around, a terrifying anger crossing his face. "The Arkenstone – how?" He realized what must have happened. "You've had it all this time?"

Bilbo felt both shame and fear welling inside him. "I found it some time ago," he confessed, "but I was afraid to give it to you. You were changed, and I feared the Arkenstone would only make things worse. I offered it to Thranduil in hope of getting Fili released, but he decided to keep both. Thorin, I am so sorry …."

"Get out of my sight." Thorin swore in Kuzdul as he walked away from the Hobbit.

"What about my brother?" Kili stormed after Thorin – he was the only living soul in Erebor who could do so. "Thorin, we can't just leave him there!"

"And we won't!" Thorin forced himself to calm down. Looking at his nephew he added, "But we must wait until Dain arrives, then we can force Thranduil to give up both."

"Thorin, I will not leave my brother behind! I'll go by myself if I have to!"

"You will stay here," Thorin ordered. "I've no reason to believe that Thranduil would not take you hostage as well. I will keep at least one of you safe. We will get your brother back, I swear it, and the Elven King will pay for his treachery. But we must prepare, and I need you here – you must help us defend Erebor!" Thorin laid his hand on Kili's shoulder and leaned closer. "It's what Fili would want. You know this. Swear to me you will not leave, and I swear to you we will get him back. Together! Kili, swear you will stay until then."

Kili felt hot tears in his eyes. He bit his lip, torn between trusting Thorin to keep his word, and leaving for Dale this instant. He looked in Thorin's eyes and saw the same worry and frustration that he felt. Finally he relented. "I swear that I will not leave Erebor tonight. But tomorrow, I will see my brother again."

"Yes," Thorin nodded, "when Dain arrives we will see Fili again."

Fili was taken to a room in a tower high above the streets of Dale. A very secure room, it had but one door and one window, from which he could see the Lonely Mountain. It was small, but considerably more comfortable than Thranduil's dungeon, likely a child's room judging from the size of the bed. After trying the door and finding it locked, he began searching the room for anything that could be used as a weapon. A bookcase held nothing but a few books, and a trunk in the corner had some old clothes and wooden toys – definitely a child's room. He threw a toy against a wall, breaking it into pieces. So now he was acting like a child. _You're letting your anger get the best of you_ , he chided himself. _Think!_ He pushed the bed under the window to get a better look at the streets below. He had to believe a rescue would be coming – if not from Thorin, then possibly Kili and Bilbo. He tried opening the window, but the pane would not move. He calculated that he was more than 20 feet above the streets. He also noticed a main street that ran from the entrance of Dale to the center of the city, right under his window. He jumped off the bed and returned to the toy box, finding some colored chalk. This must work, he thought as he started to draw.

Bilbo hurried to the room he had been staying in and gathered his things. He saw no point in staying – Thorin would never forgive him for losing the Arkenstone. He didn't know if he could steal the Arkenstone back, but he could rescue Fili. He would wait until nightfall, sneak back into Dale and free the Dwarf before the Elven King knew what was happening. And then he supposed he'd stay and fight with Gandalf, on whichever side the Wizard ended up with. He'd prefer to fight with Bard, so hopefully that is where Gandalf will be. He cautiously left his room, listening for the others. None were in sight – perhaps they were having dinner. Bilbo was very hungry, but didn't dare join them or even ask for a small meal. Instead he walked almost noiselessly to the main gate, parked himself in a corner and waited for nightfall.

"Since when has my counsel counted for so little," Gandalf complained. "What do you think I'm trying to do here?"

"I think you're trying to save your Dwarvish friends, and I admire your loyalty, but it does not dissuade me from my cause." Thranduil sat back in his chair, confident that he had all the cards. "I did send scouts to look for this Orc army, and they found no sign of them." He looked toward Bard. "Tomorrow we will trade the Arkenstone and the Dwarf for what we are owed. After that, the Dwarves can do whatever they like with their Kingdom."

Gandalf looked to the Bargeman. "Do you truly agree with this? You must know that Thorin will hold a grudge against Dale."

Bard looked down, shaking his head. He simply could not go against Thranduil, not if Orcs were really on their way. "I would have preferred Thorin honor his word to begin with. He is not the only one that can hold a grudge. Now if you'll excuse me, I need to see to my children." He walked out of Thranduil's tent, knowing as a father what Thorin would be thinking.

Gandalf followed him. "Bard, the Orcs are coming. I cannot explain where they are, but I would not lie about such a thing."

"I believe you," Bard answered, "but I can't go against Thranduil. I'll need his help to defend my people. I just wish we could all work together on this."

"You could gain Thorin's cooperation if you'd let his nephew go."

"You know I cannot do that. I'm sorry." Bard quickly returned to the main square of town, where Percy was organizing the archers. "Percy, I've received word that Orcs could be coming this way."

"Orcs?" Percy looked around nervously. "Some Orcs ran through Laketown right before the Dragon attacked."

"Yes, Bain told me. Listen, we need to get everyone away from the lower part of Dale. Have the women and children go to the Great Hall, and deploy the archers around that area. We should expect the worst, but let us pray for the best."

"Yes my Lord," Percy nodded.

Bard shuddered – he didn't really care for being called "Lord," but knew he was now the chosen leader of the Survivors. Worry about that later, he told himself as he went to find his children. Sigrid was near the fire, stirring a pot of stew. "Oh, you've got dinner started."

"Yes," she replied, "there's plenty of stew, and Tilda got some bread earlier."

"Oh, that's very good. Sigrid, listen, I need you to do something for me. They are holding one of the dwarves hostage, in a tower just to the east of the Great Hall. I need you to take him some food, and this." He handed her a narrow dagger. "Hide this in your boot."

"You want me to give him a weapon? But why?"

"Because we shouldn't be holding him prisoner."

"Then why are we?"

Bard sighed. "King Thranduil wants some jewels that Thorin has. He thinks we will also be given what's owed us. But Fili brought some gold and promised more, and I think he's an honorable Dwarf that will keep his word.

Sigrid wrinkled her brow. "Then why not just release him?"

"Because I don't dare cross the Elven King. I don't have the key, but hopefully Fili can use the dagger to pick the lock and free himself. There's more," he said before she could ask another question. "Gandalf says an army of Orcs is coming. I need to make sure everyone is safe, so after you take him some food go to the Great Hall. Bain and Tilda are already there. You need to stay there until I come for you. There will likely be fighting tomorrow anyway. We've heard Thorin has sent for reinforcements from the Iron Hills. I wouldn't be surprised if Thorin comes here to get his nephew, that's why I want to free him as soon as possible. Will you do this for me?"

"Of course I will, father." Sigrid slipped the dagger into her boot, then rose to get a tray together to take to Fili.

Bilbo had nodded off while waiting for nightfall. He was awakened by the sound of not so quiet footsteps. He jerked awake just as Kili hurried past, carrying a rope. "Kili," he squeaked, causing the Dwarf to spin around in surprise.

"Bilbo!" He breathed a sigh of relief. "I was afraid you were one of the others."

Bilbo realized Kili was fully armed. "What are you doing?"

"I'm going to get my brother." Kili started to tie off the rope. "I promised Thorin I wouldn't go after him today, but in a few minutes it will be tomorrow."

"So why are you going now?"

"Because Thorin will try to stop me." Kili threw the rope over the wall. "He believes the Elven King will take me hostage as well."

"And he's probably right," Bilbo pointed out.

"I don't care," Kili replied sharply. "I will not hide behind this wall of stone while my brother is in such danger."

"I understand how you feel, but you'll do Fili no good if you also get captured."

Kili snorted. "And tell me, Bilbo, what are your plans?" He kicked Bilbo's backpack. "Are you leaving us?"

Bilbo shrugged. "Thorin told me to leave."

"And where are you going?"

"To find Gandalf," Bilbo said, "and free your brother."

"Good!" Kili picked up the rope. "You can come with me."

"No, Kili, Thorin is right. You need to stay here. I think I would have a better chance of getting back into Dale alone. If I'm caught, I'll just say Thorin threw me out and I'm looking for Gandalf. But if you are caught, Thranduil will know why you've come, and he'll have another hostage." Bilbo patted Kili's arm. "Please, Kili, let me do this alone. I freed all of you before, and I can do it again. Trust me."

"Can we trust you?" Bilbo turned toward that familiar deep voice. Thorin stood at the bottom of the stairs leading up to the gate. The King's robe he had been wearing was gone, replaced by light chainmail over dark clothes. He began to walk up toward the Hobbit. "This was truly your plan? To go back into Dale and rescue Fili?"

"Yes, and steal back the Arkenstone if possible."

"Thranduil will have the Arkenstone with him. It would be very impressive if you could steal that away from him." He looked at Kili disapprovingly. "You promised me you'd wait!" Kili looked at his Uncle, trying to be defiant but feeling guilty. "Have you nothing to say?"

"I promised I wouldn't leave today, Uncle, but I swear I will see Fili tomorrow."

"Well, that would depend on our Burglar." He stepped up to Bilbo and looked down at him. "Steal back my nephew first, then the Arkenstone if you can. But Fili comes first. Dain should arrive tomorrow. If Fili isn't back in Erebor by then we'll go straight to Dale and take him by force if need be."

"And if the Orcs come?" Bilbo looked at Thorin nervously. "What then?"

"Then we kill any Orc that gets in our way." Thorin grabbed Kili and dragged him down the stairs. "Get going, Bilbo!"

"Right." Bilbo pulled his backpack on and slid down the rope.

 **2960**

Bilbo followed Ori into a wing near the Great Kitchens, where Bombur worked. The Fat Dwarf was busy sampling different cheeses. He was even bigger than before, and his beard was now braided into two coils. "Bombur," Ori said cheerfully, "look who's here!"

Bombur turned around, a bit of cheese clenched between his teeth. He couldn't speak, but he could waddle over to the Hobbit and give him a gentle hug. "Bombur, it's good to see you – you're looking well!" Bombur chuckled and nodded while he chewed. "I, uh, actually thought I'd see Bofur as well," Bilbo confessed, "is he around?" Bombur nodded again, but before he could speak his brother came up quickly behind the Hobbit.

"Bilbo, I cannot believe it! You came!" Bilbo turned and saw a very different Dwarf. The funny hat was gone, replaced by a small round cap with an insignia in the middle. His hair was much longer, braided and secured with gold clips, which also decorated his long mustache and beard. His rich robe fluttered behind him as he ran up to the Hobbit. Bilbo found himself crushed between the two brothers. He gasped for air and waived his arms frantically before he was released. "Look at you," Bofur exclaimed, "you haven't changed one bit, not one bit!"

"But you have, I can see." Bilbo patted Bombur's huge tummy, adding "And you both look like you're doing quite well for yourselves."

"Yes, we have. Let me show you around, I think Bombur's still selecting the cheeses for tonight's dinner." Bofur clasped the Hobbit around his shoulder as they walked. "Everyone's going to be there, you can meet Bombur's wife and children, and my own fiancée as well!"

Bilbo stopped in surprise. "You're getting married?"

"Yeah, hard to believe, isn't it?" Bofur smiled as he spoke. "Oh, she's a lovely dwarf-maid from the Iron Hills – a bit younger than me, I admit, but I loved her the moment I saw her, and she felt the same way. It's magical!" He turned Bilbo to face him directly. "Oh, I hope you can stay for the wedding! It'll be in a few weeks, when her folks arrive."

"Well, we'll see." Bilbo wasn't sure how long he could stay. "So, how did you meet her?"

"Oh, she came over with a group of workers for the mill. You see, the fields between Erebor and Dale were cleared to grow wheat, so Bombur and I set up a grinding mill near the waterfall. And we've worked out a great deal with them, grinding their wheat for a percentage of the finished grain. Now, most of it goes to the kitchens for bread and such, but about 10 percent goes to brewing ale, and a very fine ale, I might add. Anyway, I made enough last year to hire some additional workers for the brewery, and, well, there she was! My own true love, who'd have thought!"

"Well, congratulations, Bofur!" The Hobbit smiled broadly. "And I can't wait to try your very fine ale."

"Oh, it'll be served at tonight's dinner," Bofur reminded him. "Everyone will be there – and you'll get to meet Bombur's entire family. Even his sister-in-law will be there."

"Sister-in-law?" Bilbo shook his head. "Just how big is his family?"

"Well, he has three sons, his wife Brigga and her sister Freida. She's been with them a long time. She's like a sister to Bombur."

"So, five then." Bilbo smiled. "Well, I've met Emundur. Ori said he's the oldest?"

"Oldest son," Bofur explained, "but Freida is older, in fact she's married too."

Bilbo nodded. "And I'll be meeting her husband tonight as well? That's lovely! Is he anyone I know?"

"Oh yes," Bofur beamed. "Fili! Can you believe it? My brother's sister-in-law is married to the Crown Prince of Erebor!"

"Fili." Bilbo sighed. He wasn't sure if Fili would want to see him.

 **2940**

Fili was drawing the Durin family crest on the window when he heard a knock on his door. He barely had time to jump off the bed and stuff the chalk in his pocket before the door opened. "Sigrid? This is a surprise."

Sigrid walked in nervously, trying to decide how she would give him the dagger. The Elf guarding Fili insisted that the door be left open. "I brought you some food," she said as she looked around the room. "Where should I put it?"

Fili shrugged. "I suppose on top of the chest would be good." He stepped behind her and retrieved a footstool. "I don't actually have a chair, but I think this will work."

"Oh, can I borrow that for a second?" Sigrid turned her back to the door (and the Guard) and propped her foot on the footstool. "I need to fix my boot," she said as she pulled up her hemline.

Fili was embarrassed and turned away. He did not understand what she was doing. She cleared her throat, then cleared it louder. He turned sharply, only then seeing the dagger. "Oh," he said loudly before he remembered the guard. Thinking quickly he added, "That stew is one of my favorites. Thank you for bringing it." He took the dagger and hid it up his sleeve.

"You're most welcome." She smiled, feeling relieved that her mission was successful. "Well, I must get to the Great Hall. Father is sending all women and children there, in case the Orcs actually come."

"Your father is very wise to do so," Fili assured her. "It is the safest place for you to be." She turned and left, and as the Elf closed the door he called out, "Thank you again for everything." He pulled the footstool up to the chest and ate while examining the dagger. He could possibly pick the lock with it, but the Elf guarding the door would know. Perhaps he could use it to pry the window open. He looked at the bedding – the sheet could be torn into strips and tied together. It would take time, but once the streets are dark and quiet, he should be able to escape.

Bilbo took no chances this time. He slipped the ring on as he approached the outskirts of Dale, moving silently as he searched the town. Most of the buildings were empty, which he thought was strange – where were all the people? He finally overheard Percy telling an elderly man to join the women and children in the Great Hall. Bilbo thought it likely that Fili would be held nearby, probably under guard. He wasn't sure how he would get past the guard yet, but believed he would figure something out when the time came. He also hoped that Gandalf would be near the Great Hall. He desperately wanted to talk to the Wizard.

As he approached the Great Hall he noticed the Durin family crest in a window. "Fili," he whispered as he hurried toward the house. The street he walked on curved around as it climbed upward. Bilbo realized that he could jump down onto a lower roof – perhaps if he kept walking, he'd be able to jump onto Fili's roof! He moved along and sure enough, the street curved back around the house Fili was likely held inside. He slipped his pack off before he jumped, landing on the roof on the back of the house. He had to scramble over the peak and slide back down, catching the gutter with his feet to keep from sliding completely off the roof! "Don't look down," he whispered as he inched his way over to the window. Cautiously reaching out, he rapped the window pane.

Fili was busy tearing sheets as quietly as possible when he heard the noise. He looked out the window, but Bilbo still had the ring on. Seeing nothing, he turned back to his work. Bilbo rapped again, a bit louder this time. Fili jumped back to the window, peering outside. "Who is there," he whispered, "Kili?"

"It's me, Bilbo."

"Bilbo? I can't see you."

"Oh, right." He pulled the ring off quickly, then waived his hand in front of the window. "I've come to help you escape."

"I am working on that myself. Where is my brother?"

"Back in Erebor. He wanted to come with me, but Thorin made him promise to wait until Dain arrives."

Fili sighed with relief. "That's good – he doesn't need to get himself caught."

"That was very clever," Bilbo pointed out, "drawing the Durin crest. Made it a lot easier to find you. Now I just need to get you out."

"No, you need to go find the Arkenstone." Fili was adamant. "Thorin will want the Arkenstone back."

"I'm following Thorin's orders," Bilbo protested. "He said to get you first. I think he may have overcome the dragon-sickness."

Fili was surprised by this news. "Are you sure?"

"Yes, he was very clear. I am to get you first, then the Arkenstone if possible. And I know that if you aren't back by the time Dain arrives, he's coming to take you by force if necessary."

"And what about the Orc army? He needs to stay put and defend Erebor."

"Then let me help you escape."

"I said, I can free myself. Listen, Sigrid told me that all the women and children have been moved to the Great Hall. Bard may be there also. Perhaps he knows where the Arkenstone is. See what you can find out."

"Are you sure this is what you want?" Bilbo didn't really want to leave the young Prince behind.

"Yes I'm sure," Fili repeated. "Don't worry about me, I'll be out of here soon enough. Now go."

"Alright," Bilbo finally agreed, "I'll go see what I can learn, but then I'm coming back here, just in case you need my help."

"Very well, Master Baggins. And good luck to you." Fili stepped away from the window, returning to the torn sheets.

"Good luck to you, too." Bilbo put the ring back on before he scrambled back up the roof. He could see what he guessed was the Great Hall just a few houses over, and that he could hop from rooftop to rooftop in order to get there. He also wished he hadn't abandoned his backpack. "Hopefully it will still be there," he muttered as he jumped to the next roof.

The Great Hall was packed with people. Hilda-Bianca was trying to help organize the families, keeping the children with their mothers. Bain and Sigrid were also helping the injured get settled as comfortably as possible. Bilbo looked around, but didn't see Bard anywhere, so he crept closer to Bain. "Here," Bain said as he handed a blanket to a man with a broken leg. His wife took the blanket and spread it over him, but he insisted she take it. "I'm sorry," Bain said, "but that's the only one I could find. I'll keep looking," he added as he turned away. He hurried to Sigrid. "Any luck?"

"I didn't find any more. I'd go look in other houses, but Da said to stay put."

Tilda appeared at that moment. "Where is Da?"

"He's still talking to the Elven King," Sigrid explained.

"Alright." Bain decided to take charge. "You two stay here. I'll ask Da if we can search for bedding." He started to leave, then hesitated. "Tilda, stay here! Sigrid, keep an eye on her!"

"Who put you in charge," Tilda grumbled.

"I'm in charge because I'm the oldest! Now stay put," Bain snapped before he turned away. Bilbo followed him closely, dodging around bodies as best he could. A number of men stood nearby, ready to defend the Great Hall. Bain walked quickly past them, crossing over to a street that ran next to a high wall. Bard was giving some last minute instructions to a group of archers when Bain approached. He stopped mid-sentence when he saw his son. "Are there any more questions? Very good, now try to get some sleep. We'll all be getting up at sunrise." As the archers went inside a nearby building Bard walked quickly to his son. "Is something wrong? Are your sisters all right?"

"They're fine, Da," Bain reported, "but there's not enough bedding in the Great Hall. Sigrid and I wanted to search some of the other homes, see if we could find anymore."

Bard sighed. "No," he shook his head, "it's too dark, and I need to know where you and your sisters are. Just – try to keep the fires going. I'll be up in a bit, but I need to speak to Thranduil once more. And then I'll come up and we'll see what we can do, all right?" Bain nodded reluctantly and left slowly. Bilbo followed the Bowman as he walked farther down the streets of Dale, until he reached Thranduil's tent. Two Elf Guards stood near the entrance, and Gandalf sat on a nearby bench. "Well," Bard spoke, "I am surprised to see you are still here."

"And where else would I be?" The grey pilgrim rose, leaning heavily on his staff. "There is little point in leaving, and you will need my help tomorrow."

"I'm sure I'll need all the help I can get. Where is Thranduil?"

"He is resting, as you should be." Bard nodded, but looked too conflicted to get any rest. Gandalf realized Bard was troubled. "Is there something you wish to tell me, privately?"

Bard nodded as he approached the Wizard. "I sent Fili some dinner," and he came closer before whispering, "and a means of escape. I cannot free him directly, but he should know who it came from."

"That was a risk," Gandalf said quietly, "but one that should help your relations with Erebor, assuming we survive the Orcs! Now, Thranduil plans to take most of his army tomorrow, but has promised to leave a garrison here. You are planning to go with him as well?"

"Yes, and I'll be taking about 50 men with me. I cannot spare any more than that."

"Well, that should be plenty." Gandalf smiled at Bard. "And I will go with you tomorrow."

"I appreciate that." Bard turned to go back to the Great Hall. "I must return to my children and get some rest. Why don't you come along?" Gandalf thanked him, and spoke softly as they walked up the streets.

Bilbo stood quite still during this exchange, waiting until they were out of earshot before working his way to the back of King Thranduil's tent. He found an edge that wasn't tied down and slipped underneath. The Elven King was stretched across a white rug covered with pillows. He appeared to be sleeping. Bilbo moved quietly around the tent, looking around the large chair that served as a throne, and on the tables set up for both planning and refreshments, but the Arkenstone was not there. He then noticed two long swords propped up in a corner, along with silvery armor. He crept over quietly, trying to see if the Arkenstone could be hidden there, but accidentally knocked over one of the swords. Thranduil sat bolt upright, while both guards charged inside. Bilbo had to dive out of the way as all three Elves huddled around the fallen sword. He worked his way over to the pillows, but still couldn't find the Arkenstone. He then dashed out the front of the tent while he was still able. "Where could that confounded stone be," he grumbled to himself. He felt quite miserable, being unable to find the Arkenstone, and being turned away by Fili. Worst of all, he hadn't eaten any dinner! "Ah, well," he mumbled. He returned to the house Fili was being held in, and noticed the window was still closed. He ran back up the street and located his pack. Cold, tired and hungry, he decided to look for Gandalf in the Great Hall.


	3. Chapter 3

**Part III - A Standoff at Sunrise**

2940

Bilbo found Gandalf, and pulled off his ring. "There you are," he said, "I've been looking for you everywhere!"

Gandalf's brows shot up in surprise. "Bilbo Baggins, what on Earth are you doing here?"

Bilbo shrugged. "Following Thorin's orders." Leaning closer he whispered, "I'm to free Fili and steal back the Arkenstone. Only problem is, I can't find that confounded stone, and Fili doesn't want my help."

Gandalf smiled. "Well, I think the Fili situation is already being dealt with. But truly, Thorin wanted you to reacquire both of them?"

"Yes," Bilbo exclaimed, "and he wanted me to rescue Fili first. That's a good thing, isn't it?"

Gandalf whispered, "Do you know where he is?" Bilbo nodded. "That's good, very good." Leaning closer he added, "You need to get back to Thorin and tell him Fili will soon return."

"I can't go back to Thorin empty-handed," Bilbo protested. "And I couldn't find the Arkenstone either. I searched Thranduil's tent quite thoroughly, but it just isn't there."

"That's because Bard has it." Gandalf chuckled. "You were looking in the wrong place."

"Bard? Why?"

Gandalf shrugged. "Possibly because Thranduil knows Bard doesn't want to keep Fili hostage. But he won't give up the Arkenstone unless he receives payment. So go back to Thorin and report what you know."

Bilbo shook his head. "I need to check on Fili first. He may be out by now, and I'd like to take him with me if I can."

Fili's ear was pressed against the door, listening to the Guard talking to someone. He thought he had a long enough rope to get to the streets, but prying the window open could be noisy. Perhaps his Guard was sharing a bottle of wine with whomever he was speaking with, although he realized that was unlikely. Fili thought he recognized the voice – was it Alfrid, the Master's right-hand man? Yes, he was sure of it! But what were they talking about?

"I just need to know, are the Orcs coming or not?"

"And who are you, exactly?"

"The name's Alfrid, and I already told you Bard sent me."

"Why would Bard send someone to ask me? Why wouldn't Bard ask Thranduil himself?"

Fili could hear Alfrid growl as he stomped away. So, at least some of the Laketowners believe Gandalf, even if Thranduil doesn't. But the Guard was still by the door – could Fili take a chance on the window? He moved across the room, slid the dagger underneath the frame, and gently pried, but the frame didn't move. Only then did he realize the window was never meant to open. There was only one thing he could do at this point: break the glass, which would surely alert the Guard. He would have to be very quick. He tied the makeshift rope to the bedframe and began looking for something that would break out the window, when he heard a pebble bounce off the glass. He looked out the window and saw Bilbo, jumping up and waiving both hands over his head.

"You're still there," Bilbo said aloud. Beckoning with one hand he said, "Come on, what are you waiting for?"

Fili didn't dare shout, so he mimed the words. "The window won't open!" He tugged at the window and shook his head, hoping that Bilbo understood.

It did take the Hobbit a few minutes to understand. "Oh, no no no, this can't be!" His hands grasped the side of his head while he tried to think, but his thoughts were interrupted by shouting. Some Laketown guards had seen the Hobbit, and were in pursuit. Bilbo had to dash into an alley while slipping his ring on. The commotion brought more Elves to Fili's prison, responding to reports of "a very small person" being seen below the window.

Fili heard the key in the lock, and had just enough time to stuff the rope under the mattress and fall into the bed before the door opened. The dagger was hidden up his sleeve. He considered using it to get past the Elves, but he was actually reluctant to kill them. Such a move would likely get him killed, and he realized the Dwarves would still need the Elves help. His back was to the door at first, and he rolled over, pretending he'd been sleeping. "What?"

"The dwarf is still here," the original guard said.

"Good," another replied, "though it appears another dwarf is lurking outside, probably trying to free this one. Stay alert! I'll post two more guards outside."

Fili waited until the door was closed before he cursed in Kuzdul – two guards outside! Now he would not be able to escape. He pulled the dagger out and slid it under the mattress, feeling exhausted and perhaps a little defeated. Realizing there would be a battle of some kind the next day, he decided to try and get some sleep.

Dawn could not come early enough for Kili, who had barely slept. He paced back and forth, wanting to rescue his brother immediately. Only Thorin's threat to lock him up kept the youngest Durin from leaving for Dale. He was the first to hear footsteps, and see the Hobbit coming back alone. "Bilbo, where is Fili? Did you find him?"

Bilbo stopped at the stone gate and doubled over, taking deep breaths. "Yes," he gasped, "Kili, throw down the rope! I'll explain everything." A rope fell to the Hobbit. Bilbo grabbed hold but found himself hauled up quickly. "Thanks for that, Kili! I had no idea you were that strong." But the Dwarf meeting Bilbo was Thorin.

Thorin reached over the wall and pulled Bilbo over. "Tell me, Master Burglar, where is my nephew? Is he well?"

Bilbo nodded. "He's unharmed but still under lock and key. He's on the third floor of a house near the Great Hall, and he drew the Durin crest in the window. The damned window wouldn't open," he shrieked.

"Are there guards?"

"Yes, I'm afraid there are two guards outside and at least one on the door."

"Three," Thorin nodded. "Anything else?"

"Yes. Bard slipped Fili a dagger. He doesn't want to keep Fili hostage, but he doesn't dare go against Thranduil."

"Indeed," Thorin snorted. "A dagger, but not a key."

Bilbo shrugged. "Maybe he doesn't have the key, but Gandalf thinks he has the Arkenstone. I was able to search Thranduil's tent, and it definitely wasn't there."

"You searched his tent?" A brief smile played on Thorin's lips. "Now that is impressive. Come have a drink, you must be thirsty." He cocked his head toward a water barrel. Bilbo walked over and used the ladel to drink from. "Drink your fill, Master Baggins. We have much work to do. Kili, get everyone up."

"Finally," Kili muttered as he ran to the various sleeping quarters. "Get up," he shouted as he pounded on doors. "It is time!" The rest of the Company was just as anxious to rescue the young Prince as Kili was – after all, he had rescued many of them from spiders, trolls and attacking Orcs. He had earned their loyalty and friendship through his selfless acts of courage. They could do no less. They quickly gathered their weapons and armor, and reported to Thorin ready for whatever he needed.

Thorin looked his Company over, filled with pride at what they have accomplished, but also gravely assessing their chances. "Today we are to be tested in ways we have never been tested before. We have a Mountain to defend, and a brother to rescue." He looked at Kili before he continued. "Most of you need to remain here, under Balin's command. Be ready to back Dain when the time comes. I will take Kili and Dwalin," he hesitated as he looked the rest over, "Nori and Bilbo into Dale. We'll go out the hidden door and skirt around the Elves. Once we leave, that door must be closed." Before he could say anything else they could hear the marching of at least 1,000 soldiers. Thorin ran up the stairs to the top of their wall, the others following closely behind. "It's the Elves," he said with disgust. "Dwalin, take Nori to the hidden door and wait for me. I must speak to Thranduil."

"Don't worry about me," Nori whispered to his brothers, "I'll be fine. But stay close to Balin, and do whatever he tells you. Remember Ori, you're an archer now. Make me proud!" Ori nodded and watched his brother leave, feeling some pride that Nori was chosen.

The ground below the stone wall was soon covered with Elven soldiers. Bard was on horseback, leading Gandalf and about 50 men, armed and wearing the armor of Dale. Thranduil sat on a huge white stag, straight-backed and decked in silver armor. Thorin glanced eastward, hoping Dain would soon arrive. Bard and Thranduil came alongside the bank of the River Running. At that point Thorin pulled out a heavy bow and fired an arrow at the stag's hooves, barely missing. "That is close enough," he growled, "now where is my nephew?"

"He is back in Dale, under my guard."

Bard glanced at the Elven King before adding, "He is safe an unharmed, you have my word on that."

"Yes," Thranduil added, "far safer than you in fact, assuming these Orcs Gandalf speaks of actually arrive. I will let him go, in exchange for what is owed me."

"You mean this?" Thorin was again wearing his King's robe. He pulled back the collar, revealing the White Gems around his neck. Notching another arrow, he threatened, "Bring me my nephew, or the next will land between your eyes." It looked as if 1,000 Elves suddenly had arrows pointing at the King Under the Mountain. All the Dwarves ducked except for Thorin, who stood his ground.

This was not the negotiation Bard had wanted. He looked to Thranduil, hoping the Elven King would call off his soldiers. Thranduil raised a hand, doing just that. Relieved, Bard pulled the Arkenstone from his inner pocket. "And what of this?" He held the stone over his head for Thorin to see. The stone was dazzling in the sunlight, and for a brief moment the dragon-sickness tugged at Thorin's mind.

"You already have your bargain," Bilbo said unexpectedly. "Fili gave you his word, and his word is good as gold. Just bring him to us, and everyone will get what they want."

"I need to hear Thorin say that," Bard replied as he slid the Arkenstone back inside his coat. "All I ever asked for was a share of the gold, so that my people can rebuild their lives. Fili was willing to honor your pledge…."

"And look how you repaid him," Thorin interrupted, "by holding him captive. I will give you nothing until he is returned to me, safe and unharmed."

Bard turned to Thranduil and whispered, "Can we not release him now? Thorin needs to see him." Thranduil nodded and was about to give the signal when the sound of an approaching army echoed in the valley. Dain had arrived earlier than expected. Thranduil turned away and rode quickly along his ranks, giving orders in Elvish. Bard shook his head, fearing that any attempt to negotiate further was now futile. He looked up at the Dwarves on the wall, cheering as Dain approached on a huge black boar with fierce tusks. He noticed immediately that Thorin was no longer among them, but had to turn his attention to the leader of the Iron Hills dwarves.

Thorin, Kili and Bilbo ran quickly to the hidden door, followed by Dori. Dwalin and Nori had dropped their armor, and were wearing light chainmail. Thorin pulled off the King's robe and the necklace, handing both to Dori. "Put these in a safe place, and close the door behind us." Looking at Dwalin he said, "Dain is here – now is our chance." They ran out the door and quickly climbed down the steps.

"You just watch yourself," Dori pleaded to his brother.

"Don't worry about me," Nori replied, "you just keep an eye on Ori. Make sure he doesn't do something stupid." He then hurried after Thorin. Dori reluctantly closed the door before running back to the wall, stopping long enough to lay the necklace and the robe on the throne.

"Good morning," Dain called out cheerily, "how are we all? I have a wee proposition, if ye wouldn't mind giving me a minute of your time. Would you consider…Just Sodding Off! Right Now!"

"Stand fast," Bard admonished his men. Meanwhile, Thranduil was ordering his archers to be ready to fire. Gandalf was attempting to intercede, asking Dain to stand down and be ready for an Orc attack.

"I will not stand down, least of all before this faithless woodland Sprite! He holds my kin hostage! If he doesn't release my cousin's son right this instant, I'll split his pretty head open! See if he's still smirking then."

Thranduil made no move, only replying "I will release the Dwarf when Thorin returns to me the white gems. Not one minute sooner."

"You hear that lads? We're on!" Turning his boar around he shouted, "Let's give these bastards a good hammering."

Thorin's raiding party heard all of this as they ran toward Dale. They had successfully evaded the Elves and were almost in Dale when they heard the growling, and felt the earth shake as the monstrous Were-Worms broke through the surface. The Orcs had arrived. "Hurry!" Thorin ran even faster, with Bilbo struggling to keep up. They came upon empty streets before they slowed down. It had been 100 years at least since Thorin last walked the streets of Dale. He had some memory of the place, but felt it wise to defer to the Hobbit. "Lead the way, Master Baggins."

"Thorin, there will be armed men around the Great Hall, along with a garrison of Elves. We need to proceed with caution."

"Understood." They worked their way to the center of Dale, hiding in alleyways as they went. They heard shouting, and reports of a huge contingent of Orcs approaching the outer walls. "Quickly," Thorin whispered, "we're running out of time."

Kili saw the Durin crest in the window and started forward, but jumped back as a group of men and Elves ran toward the outer wall, which had apparently been breached by a huge Troll. "They're leaving," Kili exclaimed, "we should be able to get to Fili easily enough."

"No," Dwalin growled, "it will be more difficult. The remaining guards will be on alert for anything."

"That will not stop us." Thorin turned to Nori. "You can pick a lock?"

"Sure I can."

"All right. Bilbo, you said there was a guard in the hallway?"

"Yes, at least there was last night."

"Then we'll need to create a distraction."

Fili was like a caged animal, jumping on the bed to look out the window, then jumping off and pacing, occasionally kicking whatever was handy. He knew the city was under attack, and hated being locked away where he could do no good. He pounded on the door, screaming "Let me out of here! I can help!" He heard a scuffle and shouting in both Westron and Elvish, and then nothing. Fili rattled the doorknob and kicked at the door, then pulled out the dagger and began attacking the hinge. Suddenly he heard a light knocking. "Fili," a voice asked quietly, "are you in there?"

"Nori?"

"Yeah, it's me."

"Get me out of here!"

"Working on it." There was a scratching noise at the lock, and then the door came open.

"Oh, thank Mahal!" Fili stepped into the hallway and clapped Nori on the back. "And thank you, my friend."

"Don't thank me yet, we're not out of here and this city is being invaded by Orcs."

They raced out of the building and found Thorin, Kili and Dwalin surrounded by elves and men. Fili was searching for a weapon to join his kin when another group of men came running up. "Orcs have overrun the lower streets, we're having to fall back!" The sound of an Orc raiding party could be heard, getting closer. One of the men looked at Thorin and said, "You're on your own," before turning and ordering the others to the Great Hall. The Elves looked at each other before withdrawing to their own garrison. Thorin watched as the lower streets filled with Orcs. "Bilbo!"

"I'm here," the Hobbit replied, "what should I do?"

"You can stay with us, or enter the Great Hall. You might be safer there – we're going to have to fight our way out!"

"I've stayed with you this far, I'm not about to run out on you now." Bilbo pulled Sting from his scabbard.

"I am honored to have you by my side, Master Burglar." Thorin carried a Raven sword – a fine blade, but he wished he had Orchrist. He would never admit it, but the Elvish blade was the finest sword he ever wielded. "Fili, Nori, come on!"

They were running down the streets, meeting no resistance. The Elves and men they encountered were too concerned about the Orcs to chase after the Dwarves. But as they came to the market Fili heard a familiar voice – Sigrid! She was calling out for her sister, and then started screaming. Fili turned and ran toward her, unnoticed by the other dwarves. As he rounded the corner he saw Bain stabbing a large Orc. Sigrid was attempting to shield Tilda from a second Orc, who turned on Bain. Fili threw the dagger, hitting the Orc in the back and giving Bain enough time to stab the Orc through the chest. "What are you doing out here," Fili demanded, "you're supposed to be in the Great Hall."

"We were looking for supplies," Sigrid explained.

"Well you need to get back." Fili retrieved the dagger and slipped it in his belt, then picked up the Orc's weapon. He looked at Bain and asked, "Can you get them to safety?"

"I – yes, of course."

"Then get going." Fili began to follow Thorin, but then felt an obligation to follow Sigrid. He cursed in Kuzduhl before turning around and going after Bard's children.

The rest of the Dwarves had gone past the Market when they encountered a group of Orcs. They fought as a solid unit, driving through the Orcs, until Kili realized Fili was missing. He turned just in time to see his brother run back up toward the Great Hall. "Thorin, Fili's going back!"

Thorin was barely able to look back at his younger nephew. "Follow him! Bring him back – we've got to get back to the Mountain!"

"We cannot wait long," Dwalin shouted as he took out an Orc. "Dain will be needing us!"

"Go on, then," Kili shouted, "we'll be right behind you." He then took off after Fili.

Thorin swore again before ordering a return to Erebor. They ran past a row of archers firing into an onslaught of Orcs, thinning the numbers considerably. Then they heard shouting in Elvish, and realized the Elven garrison was coming down the streets after them. "Hurry," Thorin shouted as they ran faster. Bilbo thought he would be overrun at any time. When they arrived at the main gate they saw Thranduil, surrounded by dozens of Orcs, yet whirling around with two swords and putting up a magnificent fight. Thorin realized the Elven garrison was coming for their King, not him. "I can't believe I'm doing this," he grumbled as he launched an attack against the Orcs trying to circle behind Thranduil. The unexpected assault momentarily cleared the street, allowing the Dwarves and Bilbo to escape when Thraduil's troops arrived. Thorin glanced back and made brief eye contact with the Elven King. The act did not go unnoticed, but there was no time for any reconciliation – Thorin also had a Kingdom to save. He glanced toward Ravenhill and saw Azog issuing commands with a flag signal. His blood boiled at the sight of the pale Orc, responsible for his grandfather's death, and likely his father's as well.

"Dain!" Dwalin had spotted the leader of the Iron Hills Dwarves first, fighting like a banshee after an Orc had speared his boar. "Thorin, Dain is surrounded!"

"Dain!" Thorin shouted as loudly as possible, "Hold on, Dain, I'm coming!"

The Dwarves of Erebor were fighting hard. Ori fired arrows at any Orc that got too close, while Bifur and Bofur worked the catapults. Gloin paced angrily, axe in hand. "We should be down there fighting with them," he shouted.

"Patience," Balin chided. He was keeping a close eye on the road from Dale, anxious to see his King return – and his brother as well. Off in the distance a huge Troll jumped down and attacked one of Dain's chariots, breaking it in half. The battle rams that had been pulling it were still yoked and dragging part of the chariot behind them, until Thorin, Dwalin and Nori caught up with them. Thorin pushed Bilbo onto the chariot, then motioned for Nori to join him. He and Dwalin mounted two of the rams and charged toward Dain.

"Fall back," Dain cried out, "fall back to the mountain!" He hadn't seen Thorin yet, but Balin had. While the Iron Hills Dwarves gathered, Bombur readied the huge horn. The Orcs were focused on Erebor, not looking behind. Thorin and Dwalin slashed through the Orcs as they raced to Dain. They broke through just as Bomber blew the horn.

"Now!" Balin pulled his own sword as the giant bell swung forward, breaking through the wall. The stones from the wall flew out over the Iron Hills Dwarves heads, smacking into the closer Orcs just as Thorin's broken chariot skidded to a stop.

Eight Dwarves charged out of Erebor, just as Dain commanded, "To the King! To the King!" Thorin, Dwalin, Nori and Bilbo joined the charge, splitting the remaining Orcs down the middle and breaking through their line. Thorin looked anxiously toward Dale, torn over his decision to leave Fili and Kili behind, but he had to keep fighting. The remaining Orcs were pulling back toward Ravenhill, where they would regroup – at least they were staying away from Dale. Thorin could only hope that there were enough Elves in Dale to cut down the remaining Orcs.

Kili was running up the streets of Dale, trying to find his brother when he came around a corner and stopped cold. A group of Laketowners had been cornered by Orcs, and lay in pools of blood where they had been slaughtered. At his feet was the body of a woman, blood dripping from her mouth. For a brief moment he imagined the dead woman was Sigrid. Kili felt sick, and angry. He wanted nothing more than to kill an Orc – no, several Orcs. The sound of screaming brought him back to the present. He ran toward the screaming and sure enough, it was Sigrid. She and Tilda were backed against a wall, while Bain and Fili attempted to defend them against a Troll over three times their size.

Suddenly Bard appeared in a cart careening down the street. "Bain, move!" The cart arched off the ground and Bard flew through the air, stabbing the Troll deep in the chest. Fili had dived off to the side just as the cart flipped over. Bard pushed himself up and rushed to his children, only then noticing Fili. "You're still here," he said breathlessly.

"I heard Sigrid," Fili began to explain just as Kili showed up. "Kili, why didn't you leave with Thorin?"

"I came after you," he answered, "and Bard is right, we should have both gone back. Thorin needs us."

"You should get back to your people," Bard agreed. "But thank you for helping my children."

"Let's get them back to the Great Hall, and then I'll leave." Fili threw the Orc's weapon away. "I could use a proper sword, if you could spare one."

Bard nodded. "I'll see what I can find." Fili motioned for his brother to join them, and the group made their way to the Great Hall. Just as they arrived they heard shouting from men and the remaining Elves, and realized dozens of Orcs were coming toward them. "Get inside," Bard ordered, "you too, Bain!"

"No, I want to fight," he protested.

"No, go with your sisters. Give Fili your sword." Bain reluctantly did so. Bard looked at the dwarves. "Will you help us?"

"Gladly!" Fili took the sword and charged the Orcs, quickly stabbing the nearest Orc before ducking and rolling underneath the next Orc that he slaughtered. Kili was just as determined, running up a few steps and then jumping onto an Orc's back, sword pointed down. Bard rallied the men, saying "Any man who wants to give their last, follow me!" They pushed forward, keeping the Orcs away from the Great Hall, but a number of men were killed in the process. The Orcs began to push the remaining fighters back when suddenly the doors of the Great Hall burst open, and about 30 women came running out, armed with pikes and led by Hilda-Bianca. Bain also came out, having found another sword. They were joined by Gandalf, who had finally worked his way to the Great Hall. He used his staff to create a barrier, keeping any Orc from entering through the open door, where the children and injured remained.

The combined force of men and women, a few Elves and two Dwarves slaughtered most of the Orcs. The rest ran away, and some of them were cut down by Legolas and Tauriel. They rode up to the Great Hall on a white horse. "Gandalf," Legolas shouted as he jumped off the steed. Running to the wizard he explained, "There is another army coming from Gundabad, led by Bolg. They will be here within minutes."

"So," Gandalf realized, "this was their plan all along. Azog engages our forces, then Bolg sweeps down from the north."

Fili ran up to the blonde Elf. "How many? How many Orcs are still coming?"

Legolas eyed the Dwarf warily. "At least one thousand." Kili and Tauriel glanced at each other, but there was no time for words. Legolas added, "And not just Orcs. A legion of war bats flies just ahead of them."

"War bats?" Kili looked confused – he had never heard of such a thing.

"There's no time to explain," Fili cut in. "We have to get back to Thorin. We've got to warn them!"

"Kili!" Tauriel handed him the reins. "Take the horse."

"Dain!" Thorin slashed through an Orc as he worked his way to his cousin.

"Thorin," Dain shouted back, "hang on, I'm coming!" His boar had been slaughtered by an Orc earlier, and the Orc paid with his life. Dain swung his war hammer mercilessly, jumping on the back of another Orc and sliding the hammer under its chin, he steered the beast toward Thorin. "Hey, cousin," he said as he rolled off the Orc, "what took you so long." He swung the hammer behind him as he stepped forward, crushing the Orc's skull. "Looks like they're regrouping at Ravenhill. I hope you've got a plan."

"I do." Thorin looked up at Azog, who appeared to be gloating despite the heavy losses of his army. "I'm going to take out their leader."

"You're going after Azog?"

"Yes." Thorin grabbed one of the battle rams and quickly cut it loose from the broken chariot. Jumping on its back he added, "I'm going to kill that piece of filth!"

Ori and Dori had been fighting their way to their brother. Nori was completely savage, killing a half-dozen Orcs before they could reach him. Ori had abandoned the bow and was swinging a rectangular axe with a razor-sharp blade. Dori wielded a Raven sword similar to Thorin's. "Nori," Dori shouted at his brother, "good to see you again. I've never been more proud…." Before he could finish his sentence a huge Orc ran up and drove a pike into his abdomen, lifting Dori off the ground. Ori slashed at the Orc's arm, cutting to the bone and causing him to drop the pike. Nori came up behind him, screaming with a fury more ferocious than any other dwarf could manage. He literally ran up the Orc's back and sliced the Orc's head off.

Dori was coughing up blood, and Ori was trying to stop the bleeding with his hands. Thorin had seen the whole incident, it was over in a flash. That filthy Orc had dared kill one of his men! "No more," Thorin growled as he kicked the battle ram.

"Nori!" Dwalin yelled as he rode up on another ram, holding the reins of a third ram. "C'mon, let's get 'em!"

"Go on," Ori shouted, "I'll take care of Dori." Ori swung his axe, slicing neatly into the next charging Orc. A Kuzduhl battle-cry was heard as Bifur ran up to support Ori. Bilbo also stood guard over Dori, and stayed until Kili and Fili arrived.

"Dori!" Fili jumped from the horse and ran to the fallen member of his company, but realized nothing could be done for him. "I'm sorry," he whispered. Kili looked down, torn between tears and a strong need for revenge; the feeling was stronger than it had been in Dale. Fili looked around. "Where's Thorin?"

"He's going up Ravenhill," Bilbo explained, "with Nori and Dwalin. He's going to kill Azog."

"He'll be trapped," Kili exclaimed, "there's another army coming from the North!"

"We've got to warn him." Fili ran back to the horse. Kili boosted his brother into the saddle, Fili then pulled Kili up to sit behind him, and they charged toward Ravenhill just as the bats arrived.


	4. Chapter 4

**Part IV – A Promise**

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Bilbo took a long drink from the mug Bofur offered. As he tilted his head, his eyes scanned the dozens of barrels stacked carefully on top of each other. "You dwarves are so amazingly productive," he remarked, "and I do believe this is the finest ale I've ever tasted." Bofur practically glowed with pride. Bilbo glanced over his shoulder. "And those stairs we passed, where do they go?"

"Oh, those go to the vaults," Bofur replied. "All the gold is stored down there. Actually, those were the first things Thorin had built. Gloin keeps a close eye on those, you can be sure. You'll need his permission to see them, though I doubt he'll refuse you."

"Oh, well, perhaps later." Bilbo handed the empty mug to his host. "I suppose I – should go visit the tombs."

"I understand," Bofur nodded solemnly. "It's been awhile since I've gone myself." He straightened his hat and smoothed his robes. "Let me escort you." They walked through the well-lit halls; the stone walls polished to reflect so much light that it was almost like walking above ground. Yet the Hobbit could feel that he was deep in the earth. He couldn't imagine living in such a place. He belonged in the green, sunlit fields of the Shire.

They walked quietly into the Hall of Heroes, where many of the fallen Dwarves lay in carved stone coffins. In the center of the Hall was a dias, lit from above, where two stone monuments rested. Bilbo wasn't surprised to see Ori standing near. Ori glanced at Bilbo as the Hobbit stood beside him. The three stood silently for a moment, offering prayers for the fallen brothers. "Please excuse me," Bofur finally said, "but I must see to the ale for tonight's dinner."

"It's alright," Ori said, "I'll see Bilbo gets back upstairs." Bofur bowed respectfully before leaving. Bilbo regarded the young Dwarf he once fought beside, noticing he now wore three braids in his beard, and the hair around his face was woven into a tidy braid. "I come down here every day," he explained. "It makes me feel like they never really left me." Bilbo nodded in understanding. "Of course, Balin and Dwalin look out for me these days," Ori continued. "Balin is so kind, and Dwalin – well, he's really a big softie underneath that warrior image of his."

Bilbo chuckled. It was hard for him to think of Dwalin as anything close to a softie. "I'm glad they are looking out for you, but I think you are doing all right for yourself. You've come a long way from that shy dwarf I met in Bag End."

Ori laughed softly. "I suppose I have." He looked up at his brother's statues and sighed. "Well, I must be getting back. Duty calls."

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Kili and Fili weren't the only ones racing to Ravenhill. Gandalf noticed Thorin chasing after Azog, and tried to get Thranduil to send help, but the Elven King refused. "I have spent enough Elvish blood on this accursed land," he vowed, "no more." Tauriel challenged Thranduil, and nearly paid for it with her life. Legolas realized at that point that she did indeed have feelings for the dark-haired dwarf, but he also realized she was right – without any warning, Thorin and those who followed him up Ravenhill would be slaughtered. "I will go with you," he pledged. They made it to the base of Ravenhill just as the first bats flew overhead. They could see one dwarf fighting a few dozen goblin mercenaries, but had no idea where the other two were. "I'll take the high ground," Legolas shouted as he reached for a bat.

Tauriel worked her way up the stairs, encountering a few Orcs along the way. She had no trouble dispatching them. Meanwhile, Legolas landed on the top of the tower just as Thorin was knocked across the frozen river, breaking his sword in the process. Azog appeared, and ordered a dozen Orcs to go in for the kill. Legolas was able to fire arrows, thinning the numbers considerably. Tauriel was also making progress, trying to work her way to Dwalin, when she ran across Bolg. The Gundabad Orc launched a flying kick, knocking her into the wall. She put up a valiant fight, but ended up falling off the landing. Bolg jumped down to finish her off just as Kili and Fili arrived. Far better, he thought, to kill Thorin's heirs. He retreated into the tower and waited.

Dwalin was surrounded and about to be overwhelmed when Fili came, diving off the horse and rolling into the thick of battle. Kili grabbed the reins and stopped the horse before leaping onto an Orc, stabbing him in the process. Dwalin recovered quickly, shouting battle cries in Kuzdul as he hacked limbs and heads from goblin bodies. Kili swung his sword, decapitating another enemy and watched the head fly over the ledge. To his horror, the head landed near a badly injured Tauriel. He screamed her name as he scrambled down the steep hill.

Tauriel rolled to one side. "Kili – don't!" She had no weapons left, no means to defend herself, but it didn't matter. She would not be the bait – she would die first! Forcing herself to stand she shouted "It's a TRAP!"

Bolg charged out swinging his mace and knocking her back down. He raised the spear-tip to finish her off. Kili jumped on his back, sword raised and pointed down, but the trick didn't work this time. Bolg blocked the sword and flung the dwarf to the ground. Kili rolled quickly onto his feet and charged back in, only to be smacked in the face. Bolg arched Kili back, grasping his throat and again raising his weapon. Before he could strike, a sharp arrow pierced his hand. Bolg roared in pain, dropping the mace. It fell off to the side and landed a few feet down. As he leaned over to try and recover his weapon Kili stabbed him in the throat. Bolg grasped his throat with both hands, freeing Kili, who then stabbed the Orc in the chest. Bolg fell next to his mace and died quickly.

Legolas had used his last arrow to save Kili. He watched as Tauriel collapsed; fortunately the dwarf caught her before she fell off the hill. Still, he felt he had to reach her! He pulled out his knives and stepped backward off the tower, using the knives as hooks to scale down. As he neared the bottom of the tower he saw Thorin lying on his back. An Orc hovered nearby, raising his weapon for a killing blow. Thorin had fought impressively with a broken sword, but even that was gone now. "Figures," Legolas muttered as he sheathed one knife. Pulling Orchrist free he launched off the tower, skewering the Orc as he landed on top of it. Legolas had no time to pry the sword loose, instead racing across the frozen river to help Tauriel. Without a word he lifted Tauriel off the ground, and out of Kili's arms.

Kili had never been so angry, yet he knew the blonde Elf could save her. "Take the horse," he said as he climbed up the steep surface to the upper landing. Fili and Dwalin were sitting on the ground, surrounded by dead goblins. Both Dwarves were bleeding from various wounds, and both insisted their wounds were nothing. Kili held the horse steady as Legolas eased Tauriel on its back, before seating himself behind her. Taking the reins, he nodded begrudgingly to Kili before he rode away.

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"How about another one?" Kili leaned back in his chair while handing the empty mug to his brother.

"Finished already?" Taking the mug Fili added, "It is a fine ale." He glanced at Kili while the mug filled. "I should tell you, Bofur's getting married."

"Bofur?" Kili sat bolt upright. "Married? To who?"

"To a young maid from the Iron Hills. I'm sure you'll meet her at tonight's dinner."

"That's astounding!" Kili took the mug, toasting in the air. "Well, good for him."

"Yes, good for him." Fili sat next to his brother. "You know, I hear there are many fine Dwarf maids in the Iron Hills." Kili stiffened, dreading what was coming. Fili added, "Perhaps you should go have a look – you could meet someone …."

"I already have," Kili interrupted.

"Yes, you met someone, but that was 20 years ago."

"I will see her again."

"Kili, she left with the Elf."

"She had to – it was her duty." Just like it was my duty to stay here, Kili reminded himself.

"Kili, I'm not trying to start a fight. I just want you to be happy."

Kili didn't want to fight, either, so he tried another tactic. "Fili, you know that half of all Dwarf-men will never marry." He shrugged as if he were unconcerned. "I guess I'm that half."

Their conversation was interrupted by a knock on the door. Fili grimaced. "Enter."

The door opened and Emunder stepped inside. He walked up to Fili and bowed sharply, earning a snicker from Kili. Fili kicked his brother under the table before standing. "My Lord," Emunder said, "King Thorin needs to see you immediately."

Fili sighed. "Yes, of course. I'm on my way." Emunder bowed again, turned and walked out quickly.

Kili drained his mug just as quickly. "I need to see Mother." He stood abruptly, indicating their discussion was over. Fili nodded before he left, wanting to say more but realizing it would have to wait. Kili's hand slid into his pocket and came out holding the token. He bitterly remembered her words of explanation. Legolas was leaving, she explained, to search for the Dunedin rangers. As Captain of the Guard, it was her duty to protect him. "Will I ever see you again?" He looked up at her hopefully.

"Yes, I will return," she replied as she gave him the token. "I promise."

"And I promise to wait for you," he said aloud to an empty room.

2940

Kili watched Tauriel ride away for a brief moment before turning to his brother. Fili was bleeding from a gash across his ribcage, but the gash didn't appear to be deep. Fili had torn off part of his tunic and was pressing the fabric against the wound. Dwalin had a more serious wound on his left shoulder. Kili tore off part of his tunic and wrapped it around Dwalin's injury. "Where's Thorin?"

Dwalin's throat was dry, making it difficult to speak. "He crossed the ice – he went after Azog."

"Did Nori go with him?"

Dwalin sniffed. "Nori is dead." Kili stopped what he was doing, shocked from the news. Fili looked down and cursed Azog in Kuzdul. "Ori has lost both brothers today," Dwalin lamented, his voice nearly breaking as he spoke. But his mourning was cut short by an agonizing scream.

"Thorin!" Kili turned and raced toward the ice river.

"Kili!" Fili stumbled to his feet, but was unable to keep up with his uninjured brother. "Kili – wait!"

Kili skidded at the river's edge. He gasped in horror at the sight of his uncle, pinned to the ice by Azog, struggling against the blade that dropped ever closer. Kili screamed as he jumped down to the frozen water. Azog glanced at the youngest Durin, an evil smile crossing his face. The smile turned abruptly into surprise when a battle ram came over the ridge, carrying Dain and a terrified hobbit.

"Barzul Kunar!" Dain charged the ram past Kili and dived forward as the ram slid on the ice. Rolling to his feet Dain spun around and launched his hammer, which flew straight into the side of Azog's head. The Orc slumped over to the side, possibly dead, but Thorin took no chance. He rolled with the momentum and plunged Orchrist into Azog's chest, impaling him to the ice.

Thorin staggered to his feet, clutching his broken ribs and gasping for air. "Dain, Bilbo – you're alive! Kili," he said as he reached for his nephew, "your brother?"

"He's up there." Kili cocked his head toward the ridge, where Fili and Dwalin stood.

"Oh, thank Mahal!" He smiled at his older nephew before turning toward the waterfall. He began to limp over to the edge.

Kili grabbed Thorin's arm. "Thorin, sit down. Your foot…."

"I need to see," Thorin gasped.

Bilbo took the other arm. "Then let us help you." They worked their way to the edge of the waterfall. "The eagles came," Bilbo reported, "and turned the tide. The battle is won!"

Fili jumped down, followed by Dwalin, but instead of joining Thorin they crossed over to the watchtower. Nori's body lay face-up at the base, eyes open, blood still oozing from his chest. Filled with grief, Fili sat down next to his friend, his brother in arms, and cried.

2960

Thorin had chosen to live in the highest tower of Erebor. As Fili climbed the stairs, he wondered for perhaps the thousandth time why. Thorin lost part of his foot to Azog's blade – the toes blackened and had to be removed. Bifur made Thorin an insert for his boots, which allowed him to walk, but for the past year he needed a cane. He came down from his tower less and less often; Fili hoped that Thorin wasn't sending his regrets for tonight's dinner. But he would not be surprised if Thorin was unable to attend.

Emunder held the door open for the Crown Prince. Oin was giving Thorin a breathing treatment of sage and mint. "This should get you through tonight," the Apothecary said. "I'll leave a tonic to help you sleep."

"Thank you, my friend. I will see you at dinner." Emunder showed Oin out, leaving Fili alone with the King. Thorin wore a fine suit of dark clothing, belted at the waist, the Durin crest displayed prominently at the buckle. The King's Robe was draped across a clothes stand. Thorin's feet were bare. "Please sit down," he said, motioning toward a chair. After Fili sat down, Thorin gestured at his stubbed foot. "Do you remember this?"

"How could I forget?" Fili grimaced at the memory. Dwalin had the unfortunate task of chopping off the toes. "I was grateful it wasn't me that - I can still hear your screams."

"It was long ago," Thorin reminded him, "the pain is long gone, and I bear Dwalin no ill will. Do you?"

"No, of course not!"

"Good, that's good. Fili, Oin tells me I will not likely survive the winter."

"Thorin," Fili started, but Thorin waived for him to stop.

"I am dying, Fili. I have made my peace with it. But before I go, I need you to do something for me."

"Yes, of course – anything."

"Fili, I want you to forgive Bilbo." Thorin could see the animosity cloud his nephew's face, but he continued. "Whatever wrong you think Bilbo has done, I ask that you let it go."

"Thorin," Fili protested, "he withheld the Arkenstone!"

"And he was right to do so!" Thorin leaned closer to his nephew. "I have never told anyone the reason I've kept it locked in the vaults. Even now, I cannot be near it. I still feel its pull. I have fought the dragon-sickness every day for the past twenty years, until I have no strength left to fight. I am so – grateful that neither you nor Kili have ever felt it." Thorin took a deep breath, exhaling slowly. "If Bilbo had given me the Arkenstone, I truly fear what I would have become. I may have been willing to sacrifice both of you to keep it."

Fili remembered the day Bard came for settlement, remembered how confused he was by his uncle's behavior – and how disgusted he felt as Bard rode away. But there was more that Fili regretted. "Dori and Nori," he mumbled, "they died, while I lived."

"And you feel some guilt over that. I understand how you feel. I wish we had all survived." Thorin leaned back. "But their deaths weren't Bilbo's doing. I sent Nori to scout the tower. And every time I look at Ori, I feel such remorse over his loss."

"Thorin," Fili shook his head, "Ori is much too kind-hearted to resent you for that." Fili grew silent, thinking about what he just said. "You are right, of course. If there's one thing being a father has taught me, it's the need for kindness."

Thorin smiled. "And you are a good father to those sons of yours. Speaking of which, I expect you'll want to gather your family and head to the dining hall." He reached out and clasped Fili's shoulder. "I am so proud of you, Fili. I know I am leaving Erebor in good hands – you will be a fine King, a great leader of our people."

"It means much to hear you say that." He clasped Thorin's arm. "And you can trust that I will do as you ask."

Ori led Bilbo to the King's dining hall. Normally used for the reception of important guests, it was an elaborately decorated room. Dwarvish tapestries hung on the walls below a mural carved into the ceiling, and huge braziers sat in each corner, blazing with light and warmth. Three heavy oak tables formed a U-shape, lined with ornate chairs and covered with a heavy tablecloth. Crystal goblets and polished silverware sat in front of each chair.

A lone table at the far end was covered with fruits, cheeses and other foodstuffs. Bombur was there with his wife and two younger sons. Ori stood back while Bombur introduced his family to Bilbo. Shortly after, Bofur came in with his fiancée. He made a brief introduction before directing four large kegs to be stacked at each end of the buffet table. Bifur came in after that, slapping the Hobbit on the back and rambling in Kuzdul.

"He says it's great to see you," Ori translated, "and not to leave without your gift."

"A gift?" Bifur nodded and handed Bilbo an intricately carved pipe, which resembled Erebor, and a tobacco box with Thorin's map carved into the top. "These are exquisite," Bilbo exclaimed. "And your forehead healed nicely – that scar is barely noticeable!"

Bifur tapped his forehead. "Kuz Belquor!"

"Right." Bilbo still didn't know what it meant.

"Oh, yes, Bifur's head is mended," Bofur joked, "on the outside, but he still only speaks Kuzdul."

"That's quite alright," Bilbo replied.

"Master Baggins!" Bilbo turned as Gloin approached with his wife and son. "You made it – I am so pleased! Allow me to introduce my son Gimli. See what a fine lad he's grown into, ready for his own great quest."

"How wonderful!" Bilbo extended his hand, which Gimli took rather forcefully.

"It is an honor to meet you, Master Baggins!" Gimli shook Bilbo's arm enthusiastically. "My father has told me of your heroic rescue from the dungeons of Mirkwood."

"Well, I'm sure he exaggerates," Bilbo answered modestly.

"No, no he doesn't." Balin approached, adding, "Master Baggins was as brave and true as the best Dwarf. We all owe him a debt for his service." Bilbo noticed Dwalin standing next to Ori. He bowed respectfully, but a smile tugged at his lips.

Oin came up next. "Master Baggins, we are all at your service."

"Thank you, thank you," Bilbo stammered, "all your kind words are most appreciated. I feel most welcome." He smiled warmly at the Dwarves of the Company, but his smile faded slightly when he saw Fili.

Fili came in with Kili, two dwarf women and two young dwarf boys. He wore a robe of royal blue that came down to his boots, trimmed in silver sable that matched the crown on his head. Everyone in the room bowed respectfully toward the Crown Prince, even Bilbo. Fili scanned the room looking for the Hobbit, and hesitated a moment before walking over to him. "Bilbo." The room grew tense, until Fili extended a hand. "Welcome! Welcome to Erebor!"

Bilbo smiled as he took Fili's hand. "Thank you for inviting me," he said with relief, a relief felt by all who witnessed the reunion. Joyous chatter broke out as Fili clasped Bilbo's shoulder.

"It is I who should be thanking you – for a great many things. Your journey was a long one, and I'm sure you are tired. We hope that your stay will be a long one."

"Thank you," Bilbo replied, "it means so much to hear you say that."

"And I mean every word of it." Fili glanced back at his family." Come, I want you to meet the rest of us, starting with Mother."

Dis stood next to Kili. She curtsied while her youngest son beamed. "So finally we meet. I can now thank the brave Hobbit who aided my sons and brother."

"Oh," he blushed, "they came to my aid many a time."

Fili motioned for the younger dwarf-maid to approach. "This is my wife, Freida." She dropped into a deep curtsy.

"Your servant, Madam." Bilbo bowed in return, nearly dropping the tobacco box while doing so.

"And these are my sons," Fili continued. "This is my oldest, Kirin." The older boy stepped forward and bowed. Fili picked up his small younger son. "And this is Norien."

Bilbo's eyes grew moist. "That is – so wonderful!"

Norien gazed at Bilbo; his large eyes were the same pale blue color as his father's. With a tiny voice he asked, "Are you a dwarf?"

"No," Bilbo chuckled, "I'm a Hobbit."

Norien looked at his father. "What's a Hobbit?"

"A Hobbit is a friend of the Dwarves," Fili replied. "Let's get you in your chair – oh, Bilbo, you're to take the seat of honor next to Thorin." To the room he announced, "Thorin is coming, he should be here any minute. Please take your seats."

Kili and Dis moved to the left side of the center table; Kili held the chair for his mother. Fili put Norien in a child's chair on the right end of the center table, then seated his wife in the closest chair on the right table, so that Norien was near both parents. Kirin sat next to his mother.

Bombur took a seat at the end of the right table; his wife and sons sat on one side while Bifur, Bofur and his fiancée sat across from them. Oin, Gloin, his wife and Gimli sat at the left table across from Dwalin, Balin and Ori. Bilbo noticed two chairs and place settings next to Ori, and asked Fili who would be sitting there. Before he could answer, Thorin walked in. Everyone except Fili's young sons stood and bowed.

"Thank you, my friends." Thorin moved to the center chair next to Bilbo. He smiled and nodded at the Hobbit while Emunder helped him into his chair. After he sat down Thorin said, "Please be seated." Emunder nudged his chair forward. "Thank you, Emunder. Go join your family."

Two dwarves came in carrying wine carafes. They filled each goblet quietly, and then stood next to the buffet table. Thorin picked up his goblet. "I understand Bombur has prepared quite a feast for tonight – lamb and roasted duck, is that correct?"

"Yes, my Lord," Bombur replied enthusiastically.

Thorin added, "We should all eat and drink our fill, especially our esteemed guest. Master Baggins has traveled a long way to be with us on this most joyous, yet solemn occasion. Let us drink a toast to our Burglar." Cheers of "Hear, hear" could be heard along with the sound of gulping – most of the goblets were drained. The servants quickly refilled all goblets before Thorin continued. "Twenty years ago this night, we opened the Hidden Door and reclaimed Erebor for our people. In the days that followed, battles were fought, alliances were forged, and enmity was cast aside to defend the mountain. Dwarves, Elves and Men fought together, and many died fighting. The anniversary of that day will forever be a remembrance of the fallen." Thorin looked at Fili as he spoke. "Dain will arrive soon, along with representatives from Dale and Mirkwood, to honor their fallen brothers. And we will honor them as well. But tonight is about the Company. Tonight, those of us who survived remember those who did not." Bilbo now realized who the place settings were for. Thorin raised his glass. "To Dori and Nori – we will remember you always."

The End


End file.
